| Mon 26 Nov 2007, 9:34 | | RDI - Rockwell Diamonds Incorporated - Abridged Pr |
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JSE
RDI
RDI - Rockwell Diamonds Incorporated - Abridged Pre-Listing Statement
ROCKWELL DIAMONDS INCORPORATED
(A company incorporated in accordance with the laws of British
Columbia, Canada)
(Incorporation number BCO354545)
(Formally Rockwell Ventures Inc.)
(South African registration number: 2007/031582/10)
Share code on the JSE Limited: RDI ISIN: CA77434W1032
Share code on the TSXV RDI CUSIP Number: 77434W103
Share code on the OTCBB: RDIAF)
("Rockwell")
ABRIDGED PRE-LISTING STATEMENT
INWARD LISTING OF ROCKWELL SHARES ON THE JSE LIMITED
This abridged pre-listing statement is not an invitation to the public to
subscribe for Rockwell shares, but is issued in compliance with the JSE
Limited`s (the "JSE") Listings Requirements The information in this abridged
pre-listing statement has been extracted from the detailed pre-listing
statement to be issued by Rockwell on Thursday, 29 November 2007 ("the
pre-listing statement").
The JSE has granted approval for an inward listing by way of introduction on
the Main Board of the JSE of all Rockwell Common Shares in the `Mining -
Diamonds and Gemstones` sector of the JSE lists under the abbreviated name
`Rockwell`, with effect from the commencement of business on Friday, 30
November 2007.
At the date of listing, the authorised share capital of Rockwell will comprise
an unlimited number of Common Shares of no par value, and the issued share
capital of Rockwell will comprise 257 734 174 Common Shares of no par value,
fully paid and freely transferable.
1.INTRODUCTION
Rockwell is currently listed on the Venture Exchange Board ("TSXV") of the
Toronto Stock Exchange ("TSX") and the OTCBB (Over The Counter Bulletin Board),
an electronic trading platform organised by the National Association of
Securities Dealers Inc. Rockwell has submitted an application to the TSX to
have its listing transferred from the TSXV to the TSX Main Board.
The main purpose of the listing on the JSE is to:
- Enhance South African investors` awareness of Rockwell, thereby enlarging
Rockwell`s potential investor base, which could lead to increased liquidity in
Rockwell`s Common Shares;
- Facilitate direct investment by South African residents in Rockwell;
- Provide Rockwell with another potential source of capital, including the use
of Common Shares as acquisition currency; and
-Provide investors with an additional market for trading Rockwell Common
Shares.
2.NATURE OF BUSINESS AND PROSPECTS
Rockwell was incorporated on November 10, 1988 under the name Annabel Gold
Mines Inc. and was listed on the TSXV on October 11, 1990 under the British
Columbia Business Corporations Act (formerly the Company Act of British
Columbia). Annabel Gold Mines Inc. changed its name to Carissa Mining
Corporation Inc. on January 24, 1994. On October 26, 1995, Carissa Mining
Corporation Inc. changed its name to Rockwell Ventures Inc. and then once again
changed its name from Rockwell Ventures Inc. to Rockwell Diamonds Inc. on 16
May 2007.
Rockwell is engaged in the business of acquiring and exploring natural resource
properties. The Company`s principal mineral property interests are located in
South Africa, Chile and Canada.
Rockwell is part of Hunter Dickinson Inc. ("HDI"), a company incorporated under
the federal laws of Canada. The principals of HDI are a group of mining
entrepreneurs that have listed nine companies on the TSX or TSXV with interests
ranging from platinum (Anooraq Resources Corporation), copper/molybdenum
(Taseko Mines Limited) copper/gold/molybdenum (Northern Dynasty Minerals
Limited) to diamonds (Rockwell). A full list of HDI companies and information
on them can be found at www.hdgold.com.
During November 2006, Rockwell entered into a definitive agreement with
Durnpike Investments (Pty) Limited, setting out the binding terms and
conditions of the acquisition of interests and/or rights in four alluvial
diamond properties in South Africa and the Democratic Republic of Congo ("the
DRC"). Under the definitive agreement, Rockwell would hold the rights and/or
interests in the following properties:
- Holpan/Klipdam Property in South Africa
- Wouterspan Property in South Africa
- Galputs Minerale Project in South Africa
- Kwango River Project in the DRC
Rockwell`s objective is to create a mid-tier diamond mining and exploration
company that will provide shareholders with the potential for growth and added
value. Longer-term goals are the identification and acquisition of other
diamond operations that are in production or near production.
Exploration for primary sources of diamonds (kimberlite, lamproite pipes and
dykes) is expensive, is inherently risky and has a long lead-time to positive
cash flow. Rockwell has therefore positioned itself primarily as a producer of
alluvial diamonds with growth potential through acquisition and consolidation
of alluvial ground in South Africa and elsewhere in Africa.
Rockwell intends to act as a consolidator of alluvial diamond deposits in the
area which it operates and to bring technical expertise and economies of scale
to these operations.
Access to financial markets, through the Canadian, OTCBB and the South African
listing, will help facilitate this process. The inward listing on the JSE will
provide Rockwell with the ability to offer Common Shares to South African
investors and diamond project owners to facilitate the acquisition and
consolidation process.
The high value and unique quality of the diamonds produced at the existing
Rockwell operations lead the way into beneficiation and marketing of the end
product. At this stage Rockwell is aware that there is a large amount of
value-add between the rough diamond produced in the alluvial operations, the
polished gem and the final product. Strategic alliances to take advantage of
this value gap are being investigated.
Lastly, Rockwell will also explore for new deposits where there is a strong
indication from existing operations that there may be primary sources proximal
to its alluvial operations.
3.DIRECTORS DETAILS
The names and addresses of the directors of Rockwell are outlined below:
Name Address (South Africa) Address (Canada/USA)
John Bristow Level 0, The Wilds, Suite 1020-800 West
Isle of Houghton, Pender Street Vancouver
Johannesburg, RSA British Columbia, Canada
VIY 1 K2
Dominique de Level 0, The Wilds, Suite 1020-800 West
la Roche Isle of Houghton, Pender Street Vancouver
Johannesburg, RSA British Columbia, Canada
VIY 1 K2
Patrick J Level 0, The Wilds, Suite 1020-800 West
Bartlett Isle of Houghton, Pender Street Vancouver
Johannesburg, RSA British Columbia, Canada
VIY 1 K2
Douglas R Level 0, The Wilds, 10 Inverness Drive,
Silver Isle of Houghton, #104, Englewood,
Johannesburg, RSA Colorado, USA
D Mark Bristow Level 0, The Wilds,
Isle of Houghton,
Johannesburg, RSA
David Copeland Suite 1020-800 West Pender Street
Vancouver British Columbia, Canada
VIY 1 K2
Rene G Carrier Suite 1020-800 West Pender Street
Vancouver British Columbia, Canada
VIY 1 K2
Scott D Cousens Suite 1020-800 West Pender Street
Vancouver British Columbia, Canada
VIY 1 K2
4. COPIES OF THE PRE-LISTING STATEMENT
Electronic copies of the pre-listing statement may be obtained from Rockwell`s
website at www.rockwelldiamonds.com from Wednesday, 28 November 2007 at any
time.
Hard copies of the pre-listing statement may be collected from Imara Corporate
Finance South Africa (Pty) Ltd, Block 3, Imara House, 257 Oxford Road, Illovo,
Gauteng between Thursday, 29 November 2007 and Friday, 30 November 2007 during
the hours of 09h00 and 16h00.
Johannesburg
26 November 2007
Sponsor
Sasfin
Corporate advisor
Imara Corporate Finance South Africa (Pty) Limited
Lead fund raiser and corporate advisor
Allan Hochreiter
Corporate law advisors
Tabacks
Falcon
Date: 26/11/2007 09:34:01 Produced by the JSE SENS Department.
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